Red Flags and Green Lights: Important Considerations When Joining Your First Board – Or Your Tenth (Part 2)

This is the second of NACD Philadelphia's two-part "Red Flags and Green Lights" series addressing practical and important considerations when joining your first - or tenth - board.

D&O Insurance: What You Are – And Are Not – Covered For (35 Minutes)

Speaker: Jude J. Steininger, Lockton Companies

The only certainties in life are death, taxes, and some would say, litigation. Directors should inquire about directors and officers (D&O) insurance in connection with joining a board. But how does one evaluate coverage and identify vulnerabilities? This session will demystify D&O insurance and equip directors to ask the right questions, both when joining a board and on an ongoing basis. Attendees are welcome to bring a copy of their company’s D&O insurance policy so they can follow along and review their existing coverage during the presentation.

Key Topics:

• D&O basics: Side A, Side B, Side C
• Who is insured and when coverage applies
• Typical exclusions (fraud, personal profit, ERISA, cyber overlap)
• Coverage limits and how they can be exhausted
• Defense costs and advancement of expenses
• How D&O differs for public vs. private companies
• Special risks for startups, distressed companies, and SPACs
• When personal umbrella or Side A-only coverage may be appropriate
• Entity complications (serving through an LLC)
• Real-world claims examples: securities litigation, M&A suits, regulatory actions

From Bylaws to Proxies: The Director’s Guide to Governance Documents (35 minutes)

Speakers: Joanne R. Soslow, Esq., Morgan, Lewis & Bockius LLP, and Alexandra M. Good, Esq., Morgan, Lewis & Bockius LLP

Bylaws, committee charters, corporate policies, and public filings: These documents are not just “legal paperwork.” They define board authority and constraints; allocate power between shareholders, board, and management; drive investor perception; and create litigation risk if they are misleading or misaligned. This session will help directors understand and exercise their oversight responsibilities, both when they first join a board as well as on an ongoing basis. After all, good governance is not just what you do; it’s also what you document and disclose.

Key Topics:

• Why governance documents matter to directors
• Foundational governance documents (bylaws, charters, policies) and how they can complicate activist contests or merger votes
• Public filings and disclosures (proxy, CD&A, Forms 10-K and 8-K) and how they increase litigation risk
• Best practices and checklists to minimize oversight risks and exposure

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